UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| dELiA*s, Inc. |
| (Name of Issuer) |
|
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| Common Stock, $.001 par value per share |
| (Title of Class of Securities) |
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| 246911101 |
| (CUSIP Number) |
|
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| October 24, 2013 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 246911101
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SCHEDULE 13G
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Page 2
of 10 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Valinor Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,571,429
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,571,429
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.56%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 246911101
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SCHEDULE 13G
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Page 3
of 10 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David Gallo
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,571,429
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
6,571,429
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,571,429
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.56%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 246911101
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SCHEDULE 13G
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Page 4
of 10 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Valinor Capital Partners Offshore Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,271,429
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,271,429
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.21%
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 246911101
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SCHEDULE 13G
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Page
5 of 10 Pages
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| Item 1. | (a) Name of Issuer |
dELiA*s, Inc.
| (b) Address of Issuer’s Principal Executive Offices |
50 West 23rd Street
New York, NY 10010
| Item 2. | (a) Name of Person Filing |
Valinor Management, LLC
David Gallo
Valinor Capital Partners Offshore Master Fund, L.P.
| (b) Address of Principal Business Office, or, if none, Residence |
Valinor Management, LLC
David Gallo
510 Madison Avenue, 25th Floor
New York, NY 10022
Valinor Capital Partners Offshore Master Fund, L.P.
c/o Morgan Stanley Fund Services (Cayman) Ltd.
Cricket Square
Hutchins Drive, 2nd Floor, Boundary Hall
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
| (c) Citizenship |
Valinor Management, LLC: Delaware
David Gallo: United States of America
Valinor Capital Partners Offshore Master Fund, L.P.: Cayman Islands
| (d) Title of Class of Securities |
Common Stock, $.001 par value per share
| (e) CUSIP No.: |
246911101
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CUSIP No. 246911101
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SCHEDULE 13G
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Page 6
of 10 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP No. 246911101
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SCHEDULE 13G
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Page
7 of 10 Pages
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
A. Valinor Management, LLC:
(a) Amount beneficially owned: 6,571,429
(b) Percent of class: 9.56%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 6,571,429
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 6,571,429
B. David Gallo:
(a) Amount beneficially owned: 6,571,429
(b) Percent of class: 9.56%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 6,571,429
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 6,571,429
C. Valinor Capital Partners Offshore Master Fund, L.P.:
(a) Amount beneficially owned: 4,271,429
(b) Percent of class: 6.21%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 4,271,429
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 4,271,429
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CUSIP No. 246911101
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SCHEDULE 13G
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Page 8
of 10 Pages
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Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 246911101
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SCHEDULE 13G
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Page 9
of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 29, 2013
| Valinor Management, LLC* | |||
| By: | David Angstreich | ||
| Name: | David Angstreich | ||
| Title: | Chief Financial Officer | ||
| By: | David Gallo* | ||
| Name: | David Gallo | ||
| Valinor Capital Partners Offshore Master Fund, L.P. | |||
| By: | David Gallo | ||
| Name: | David Gallo | ||
| Title: | Director | ||
*The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interests therein.
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CUSIP No. 246911101
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SCHEDULE 13G
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Page 10
of 10 Pages
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EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated October 29, 2013 relating to the Common Stock of dELiA*s, Inc. shall be filed on behalf of the undersigned.
| Valinor Management, LLC | |||
| By: | David Angstreich | ||
| Name: | David Angstreich | ||
| Title: | Chief Financial Officer | ||
| By: | David Gallo | ||
| Name: | David Gallo | ||
| Valinor Capital Partners Offshore Master Fund, L.P. | |||
| By: | David Gallo | ||
| Name: | David Gallo | ||
| Title: | Director | ||